XPO, Inc. (Form: 10-Q, Received: 04/30/2026 16:12:23)

false2026Q10001166003December 31http://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2025#OtherAssetsNoncurrentxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesiso4217:EURxbrli:purexpo:segmentxpo:claimantxpo:defendant00011660032026-01-012026-03-3100011660032026-04-2400011660032026-03-3100011660032025-12-3100011660032025-01-012025-03-3100011660032024-12-3100011660032025-03-310001166003us-gaap:CommonStockMember2025-12-310001166003us-gaap:AdditionalPaidInCapitalMember2025-12-310001166003us-gaap:RetainedEarningsMember2025-12-310001166003us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001166003us-gaap:RetainedEarningsMember2026-01-012026-03-310001166003us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001166003us-gaap:CommonStockMember2026-01-012026-03-310001166003us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001166003us-gaap:CommonStockMember2026-03-310001166003us-gaap:AdditionalPaidInCapitalMember2026-03-310001166003us-gaap:RetainedEarningsMember2026-03-310001166003us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001166003us-gaap:CommonStockMember2024-12-310001166003us-gaap:AdditionalPaidInCapitalMember2024-12-310001166003us-gaap:RetainedEarningsMember2024-12-310001166003us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001166003us-gaap:RetainedEarningsMember2025-01-012025-03-310001166003us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001166003us-gaap:CommonStockMember2025-01-012025-03-310001166003us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001166003us-gaap:CommonStockMember2025-03-310001166003us-gaap:AdditionalPaidInCapitalMember2025-03-310001166003us-gaap:RetainedEarningsMember2025-03-310001166003us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001166003srt:AffiliatedEntityMemberxpo:XPOCollectionsDesignatedActivityCompanyLimitedMemberxpo:TradeReceivablesSecuritizationProgramTwoMember2026-03-310001166003us-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001166003us-gaap:FairValueInputsLevel1Member2026-03-310001166003us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001166003us-gaap:FairValueInputsLevel1Member2025-12-310001166003us-gaap:OperatingSegmentsMemberxpo:NorthAmericanLTLMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberxpo:EuropeanTransportationMember2026-01-012026-03-310001166003us-gaap:CorporateNonSegmentMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberxpo:NorthAmericanLTLMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMemberxpo:EuropeanTransportationMember2025-01-012025-03-310001166003us-gaap:CorporateNonSegmentMember2025-01-012025-03-310001166003us-gaap:NonUsMember2026-03-310001166003us-gaap:NonUsMember2025-12-310001166003us-gaap:OperatingSegmentsMembercountry:USxpo:NorthAmericanLTLMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMembercountry:USxpo:EuropeanTransportationMember2026-01-012026-03-310001166003country:US2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberxpo:NorthAmericaExcludingUnitedStatesMemberxpo:NorthAmericanLTLMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberxpo:NorthAmericaExcludingUnitedStatesMemberxpo:EuropeanTransportationMember2026-01-012026-03-310001166003xpo:NorthAmericaExcludingUnitedStatesMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMembercountry:FRxpo:NorthAmericanLTLMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMembercountry:FRxpo:EuropeanTransportationMember2026-01-012026-03-310001166003country:FR2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMembercountry:GBxpo:NorthAmericanLTLMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMembercountry:GBxpo:EuropeanTransportationMember2026-01-012026-03-310001166003country:GB2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberxpo:EuropeExcludingFranceAndUnitedKingdomMemberxpo:NorthAmericanLTLMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberxpo:EuropeExcludingFranceAndUnitedKingdomMemberxpo:EuropeanTransportationMember2026-01-012026-03-310001166003xpo:EuropeExcludingFranceAndUnitedKingdomMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMembercountry:USxpo:NorthAmericanLTLMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMembercountry:USxpo:EuropeanTransportationMember2025-01-012025-03-310001166003country:US2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMemberxpo:NorthAmericaExcludingUnitedStatesMemberxpo:NorthAmericanLTLMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMemberxpo:NorthAmericaExcludingUnitedStatesMemberxpo:EuropeanTransportationMember2025-01-012025-03-310001166003xpo:NorthAmericaExcludingUnitedStatesMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMembercountry:FRxpo:NorthAmericanLTLMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMembercountry:FRxpo:EuropeanTransportationMember2025-01-012025-03-310001166003country:FR2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMembercountry:GBxpo:NorthAmericanLTLMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMembercountry:GBxpo:EuropeanTransportationMember2025-01-012025-03-310001166003country:GB2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMemberxpo:EuropeExcludingFranceAndUnitedKingdomMemberxpo:NorthAmericanLTLMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMemberxpo:EuropeExcludingFranceAndUnitedKingdomMemberxpo:EuropeanTransportationMember2025-01-012025-03-310001166003xpo:EuropeExcludingFranceAndUnitedKingdomMember2025-01-012025-03-310001166003us-gaap:OperatingSegmentsMemberus-gaap:EmployeeSeveranceMemberxpo:NorthAmericanIntermodalOperationMember2025-12-310001166003us-gaap:OperatingSegmentsMemberus-gaap:EmployeeSeveranceMemberxpo:NorthAmericanIntermodalOperationMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberus-gaap:EmployeeSeveranceMemberxpo:NorthAmericanIntermodalOperationMember2026-03-310001166003us-gaap:OperatingSegmentsMemberus-gaap:EmployeeSeveranceMemberxpo:EuropeanTransportationMember2025-12-310001166003us-gaap:OperatingSegmentsMemberus-gaap:EmployeeSeveranceMemberxpo:EuropeanTransportationMember2026-01-012026-03-310001166003us-gaap:OperatingSegmentsMemberus-gaap:EmployeeSeveranceMemberxpo:EuropeanTransportationMember2026-03-310001166003us-gaap:CorporateNonSegmentMemberus-gaap:EmployeeSeveranceMember2025-12-310001166003us-gaap:CorporateNonSegmentMemberus-gaap:EmployeeSeveranceMember2026-01-012026-03-310001166003us-gaap:CorporateNonSegmentMemberus-gaap:EmployeeSeveranceMember2026-03-310001166003us-gaap:OperatingSegmentsMemberus-gaap:OtherRestructuringMemberxpo:EuropeanTransportationMember2026-01-012026-03-310001166003us-gaap:CorporateNonSegmentMemberus-gaap:OtherRestructuringMember2026-01-012026-03-310001166003us-gaap:CurrencySwapMemberxpo:OtherCurrentAssetsandOtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:CurrencySwapMemberxpo:OtherLongTermAssetsandOtherLongTermLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:InterestRateSwapMemberxpo:OtherLongTermAssetsandOtherLongTermLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:FairValueInputsLevel2Member2026-03-310001166003us-gaap:CurrencySwapMemberxpo:OtherCurrentAssetsandOtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:CurrencySwapMemberxpo:OtherLongTermAssetsandOtherLongTermLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:CurrencySwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:InterestRateSwapMemberxpo:OtherCurrentAssetsandOtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:FairValueInputsLevel2Member2025-12-310001166003us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310001166003us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310001166003us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2026-01-012026-03-310001166003us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-03-3100011660032026-03-012026-03-310001166003xpo:NewTermLoanFacilityMember2026-03-310001166003xpo:NewTermLoanFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001166003xpo:NewTermLoanFacilityMember2025-12-310001166003xpo:NewTermLoanFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001166003xpo:A6.25SeniorNotesDue2028Member2026-03-310001166003xpo:A6.25SeniorNotesDue2028Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001166003xpo:A6.25SeniorNotesDue2028Member2025-12-310001166003xpo:A6.25SeniorNotesDue2028Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001166003xpo:A7.125SeniorNotesDue2031Member2026-03-310001166003xpo:A7.125SeniorNotesDue2031Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001166003xpo:A7.125SeniorNotesDue2031Member2025-12-310001166003xpo:A7.125SeniorNotesDue2031Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001166003xpo:A7.125SeniorNotesDue2032Member2026-03-310001166003xpo:A7.125SeniorNotesDue2032Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001166003xpo:A7.125SeniorNotesDue2032Member2025-12-310001166003xpo:A7.125SeniorNotesDue2032Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001166003xpo:A6.70SeniorDebenturesDue2034Member2026-03-310001166003xpo:A6.70SeniorDebenturesDue2034Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001166003xpo:A6.70SeniorDebenturesDue2034Member2025-12-310001166003xpo:A6.70SeniorDebenturesDue2034Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001166003xpo:AssetFinanceDebtMember2026-03-310001166003xpo:AssetFinanceDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2026-03-310001166003xpo:AssetFinanceDebtMember2025-12-310001166003xpo:AssetFinanceDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001166003us-gaap:RevolvingCreditFacilityMember2025-02-280001166003us-gaap:LetterOfCreditMember2025-02-280001166003us-gaap:RevolvingCreditFacilityMemberxpo:ABLFacilityMember2026-03-310001166003xpo:UncommittedSecuredLetterOfCreditFacilityMember2026-03-310001166003xpo:RefinancingTermLoanB2FacilityMemberus-gaap:SecuredDebtMember2025-02-280001166003xpo:RefinancingTermLoanB3FacilityMemberus-gaap:SecuredDebtMember2025-02-280001166003xpo:RefinancingTermLoanB2FacilityMemberus-gaap:SecuredDebtMember2025-07-012025-12-310001166003xpo:RefinancingTermLoanB2FacilityMemberus-gaap:SecuredDebtMember2026-01-012026-03-310001166003xpo:RefinancingTermLoanB2FacilityMemberus-gaap:SecuredDebtMemberus-gaap:SubsequentEventMember2026-04-012026-04-300001166003xpo:RefinancingTermLoanB2FacilityMemberus-gaap:SecuredDebtMember2026-03-310001166003xpo:RefinancingTermLoanB3FacilityMemberus-gaap:SecuredDebtMember2026-03-310001166003xpo:RefinancingTermLoanB2FacilityMemberus-gaap:SecuredDebtMember2026-03-310001166003xpo:A2025ShareRepurchaseProgramMember2025-03-310001166003xpo:A2025ShareRepurchaseProgramMember2026-03-3100011660032025-03-012026-03-310001166003xpo:InsuranceContributionLitigationMember2012-04-012012-04-300001166003xpo:InsuranceContributionLitigationMember2012-04-300001166003xpo:InsuranceContributionLitigationMember2025-07-012025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

Form 10-Q

___________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to____________

Commission File Number: 001-32172

_______________________________________________________

XPO, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________


Delaware		03-0450326
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Five American Lane
Greenwich,	CT	06831
(Address of principal executive offices)		(Zip Code)

(855) 976-6951

(Registrant’s telephone number, including area code)

______________________________________________________________________________________________________________

N/A

______________________________________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

XPO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 24, 2026, there were 117,409,981 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

XPO, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2026

Table of Contents


			Page No.
Part I—Financial Information
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Income			2
Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Statements of Cash Flows			4
Condensed Consolidated Statements of Changes in Equity			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			24
Item 4. Controls and Procedures			24
Part II—Other Information
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			25
Item 3. Defaults Upon Senior Securities			25
Item 4. Mine Safety Disclosures			25
Item 5. Other Information			25
Item 6. Exhibits			26
Signatures			27

Table of Contents

Part I—Financial Information

Item 1. Financial Statements.

XPO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31,		December 31,
(In millions, except per share data)	2026		2025
ASSETS
Current assets
Cash and cash equivalents	$	237	$	310
Accounts receivable, net of allowances of $40 and $40, respectively	1,163		1,035
Other current assets	275		285

Total current assets	1,675		1,630
Long-term assets
Property and equipment, net of $2,407 and $2,360 in accumulated depreciation, respectively	3,652		3,664
Operating lease assets	758		777
Goodwill	1,532		1,547
Identifiable intangible assets, net of $590 and $580 in accumulated amortization, respectively	295		311
Other long-term assets	270		265

Total long-term assets	6,508		6,564
Total assets	$	8,183	$	8,194
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	462	$	455
Accrued expenses	800		760
Short-term borrowings and current maturities of long-term debt	104		60
Short-term operating lease liabilities	164		166
Other current liabilities	161		113

Total current liabilities	1,691		1,555
Long-term liabilities
Long-term debt	3,172		3,253
Deferred tax liability	494		482
Employee benefit obligations	84		86
Long-term operating lease liabilities	591		611
Other long-term liabilities	300		345

Total long-term liabilities	4,642		4,778
Stockholders’ equity

Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	1,055		1,160
Retained earnings	989		888
Accumulated other comprehensive loss	(194)		(187)


Total equity	1,851		1,861
Total liabilities and equity	$	8,183	$	8,194

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended March 31,
(In millions, except per share data)		2026		2025
Revenue		$	2,096	$	1,954
Salaries, wages and employee benefits		880		832
Purchased transportation		423		399
Fuel, operating expenses and supplies		423		393
Operating taxes and licenses		21		19
Insurance and claims		34		35
Gains on sales of property and equipment		(1)		(2)
Depreciation and amortization expense		131		123

Legal matters		—		(11)
Transaction and integration costs		2		3
Restructuring costs		9		12
Operating income		174		151
Other income		(3)		(1)
Debt extinguishment loss		—		5
Interest expense		53		56
Income before income tax provision		124		91
Income tax provision		23		22





Net income		$	101	$	69






Earnings per share data


Basic earnings per share		$	0.87	$	0.59


Diluted earnings per share		$	0.85	$	0.58

Weighted-average common shares outstanding
Basic weighted-average common shares outstanding		117		117
Diluted weighted-average common shares outstanding		119		120

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(In millions)		2026		2025
Net income		$	101	$	69

Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $(3) and $6		$	(8)	$	18
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $— and $—		1		(1)

Other comprehensive income (loss)		(7)		17


Comprehensive income		$	94	$	86

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(In millions)	2026		2025
Cash flows from operating activities
Net income	$	101	$	69


Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization	131		123
Stock compensation expense	13		15
Accretion of debt	3		3
Deferred tax expense	9		4


Gains on sales of property and equipment	(1)		(2)
Other	7		9
Changes in assets and liabilities
Accounts receivable	(146)		(107)
Other assets	1		1
Accounts payable	16		(7)
Accrued expenses and other liabilities	49		35
Net cash provided by operating activities	183		142
Cash flows from investing activities

Payment for purchases of property and equipment	(111)		(199)
Proceeds from sale of property and equipment	7		7
Payment for settlement of cross-currency swaps	(3)		—


Net cash used in investing activities	(107)		(191)
Cash flows from financing activities


Repurchase of debt	(30)		—


Repayment of debt and finance leases	(20)		(18)
Payment for debt issuance costs	—		(3)

Repurchase of common stock	(30)		—
Change in bank overdrafts	20		38
Payment for tax withholdings for restricted shares	(88)		(47)

Other	1		1
Net cash used in financing activities	(147)		(30)






Effect of exchange rates on cash, cash equivalents and restricted cash	(2)		1
Net decrease in cash, cash equivalents and restricted cash	(72)		(78)
Cash, cash equivalents and restricted cash, beginning of period	330		298
Cash, cash equivalents and restricted cash, end of period	$	257	$	221


Supplemental disclosure of cash flow information


Leased assets obtained in exchange for new operating lease liabilities	$	37	$	34
Leased assets obtained in exchange for new finance lease liabilities	11		16
Cash paid for interest	39		42
Cash paid (received) for income taxes, net of refunds	4		(2)

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock
(Shares in thousands, dollars in millions)		Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Equity
Balance as of December 31, 2025		116,954	$	—	$	1,160	$	888	$	(187)	$	1,861
Net income		—	—		—		101		—		101
Other comprehensive income (loss)		—	—		—		—		(7)		(7)

Exercise and vesting of stock compensation awards		610	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(88)		—		—		(88)
Retirement of common stock		(156)	—		(30)		—		—		(30)




Stock compensation expense		—	—		13		—		—		13

Balance as of March 31, 2026		117,408	$	—	$	1,055	$	989	$	(194)	$	1,851


	Common Stock
(Shares in thousands, dollars in millions)		Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Equity
Balance as of December 31, 2024		117,174	$	—	$	1,274	$	572	$	(246)	$	1,601
Net income		—	—		—		69		—		69
Other comprehensive income (loss)		—	—		—		—		17		17

Exercise and vesting of stock compensation awards		614	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(62)		—		—		(62)





Stock compensation expense		—	—		15		—		—		15

Balance as of March 31, 2025		117,788	$	—	$	1,227	$	641	$	(228)	$	1,640

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business and Basis of Presentation

Nature of Operations

XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight transportation services. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. See Note 2—Segment Reporting for additional information on our operations.

Basis of Presentation

We prepared our Condensed Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and on the same basis as the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). The interim reporting requirements of Form 10-Q allow certain information and note disclosures normally included in annual consolidated financial statements to be condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the 2025 Form 10-K.

The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of the financial condition, operating results and cash flows for the interim periods presented. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Within our Condensed Consolidated Financial Statements and the accompanying notes, certain amounts may not add due to the use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying numbers in millions.

Restricted Cash

As of March 31, 2026 and December 31, 2025, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $21 million and $20 million, respectively.

Trade Receivables Securitization and Factoring Programs

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $231 million as of March 31, 2026). As of March 31, 2026, less than €1 million (less than $1 million) was available under the program. The weighted average interest rate was 3.70% as of March 31, 2026. In January 2026, the program was amended to extend the maturity date through March 2029.

Table of Contents

Information related to the trade receivables sold was as follows:


	Three Months Ended March 31,
(In millions)		2026		2025
Securitization programs
Receivables sold in period		$	482	$	425
Cash consideration		482		425

Factoring programs
Receivables sold in period		20		23
Cash consideration		19		22

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:

•Level 1—Quoted prices for identical instruments in active markets;

•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

•Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

We base our fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2026 and December 31, 2025 due to their short-term nature and/or being receivable or payable on demand. The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and cash deposited for the securitization program.

The fair value hierarchy of cash equivalents was as follows:


(In millions)	Carrying Value		Fair Value		Level 1
March 31, 2026	$	179	$	179	$	179
December 31, 2025	285		285		285

For information on the fair value hierarchy of our derivative instruments and financial liabilities, see Note 5—Derivative Instruments and Note 6—Debt, respectively.

Accounting Pronouncements Issued but Not Yet Effective

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities.” This ASU provides recognition, measurement and presentation guidance for government grants received by business entities and is effective for annual and interim periods beginning in 2029. Early adoption is permitted. We are currently evaluating the impact of the new standard.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This ASU is effective for annual and interim periods beginning in 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard.

Table of Contents

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.

2. Segment Reporting

We are organized into two reportable segments: North American LTL, the largest component of our business, and European Transportation.

In our North American LTL segment, we provide shippers with geographic density and day-definite domestic and cross-border services to the U.S., as well as Mexico, Canada and the Caribbean. Our North American LTL segment also includes the results of our trailer manufacturing operation.

In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and industrial markets. We offer dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding, and multimodal solutions.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reportable segments.

Our chief operating decision maker (“CODM”) is our chairman and chief executive officer. Our CODM regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. We include items directly attributable to a segment, and those that can be allocated on a reasonable basis, including corporate costs, in segment results reported to the CODM. We do not provide asset information by segment to the CODM.

Our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), which we define as income before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments.

Our CODM uses adjusted EBITDA to allocate resources, including property and equipment and financial or capital resources, to the segments and to assess their performance by monitoring budget-to-actual and year-over-year variances.

Table of Contents

The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:


	Three Months Ended March 31, 2026
(In millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	1,229	$	868	$	—	$	2,096
Salaries, wages and employee benefits	642		235		4		880
Purchased transportation	30		394		—		423
Fuel, operating expenses and supplies	236		187		—		423
Operating taxes and licenses	16		5		—		21
Insurance and claims	18		16		—		34
(Gains) losses on sales of property and equipment	1		(2)		—		(1)
Pension (income) expense	(4)		—		—		(4)

Adjusted EBITDA	$	290	$	33	$	(4)	$	319


	Three Months Ended March 31, 2025
(In millions)	North American LTL		European Transportation		Corporate (1)		Total
Revenue	$	1,172	$	782	$	—	$	1,954
Salaries, wages and employee benefits	615		212		4		832
Purchased transportation	37		363		—		399
Fuel, operating expenses and supplies	232		162		—		393
Operating taxes and licenses	16		3		—		19
Insurance and claims	24		10		—		35
(Gains) losses on sales of property and equipment	—		(1)		—		(2)
Pension (income) expense	(2)		—		—		(1)

Adjusted EBITDA	$	250	$	32	$	(4)	$	278

(1) Primarily represents unallocated corporate costs.

Table of Contents

The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated net income:


	Three Months Ended March 31,
(In millions)		2026		2025
Adjusted EBITDA
North American LTL		$	290	$	250
European Transportation		33		32
Corporate		(4)		(4)
Total Adjusted EBITDA		319		278
Less:
Debt extinguishment loss		—		5
Interest expense		53		56
Income tax provision		23		22
Depreciation and amortization expense		131		123

Legal matters (1)		—		(11)
Transaction and integration costs		2		3
Restructuring costs		9		12

Net Income		$	101	$	69

(1) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015.

The following table presents depreciation and amortization expense by segment:


	Three Months Ended March 31,
(In millions)		2026		2025
Depreciation and amortization expense
North American LTL		$	97	$	90
European Transportation		33		32
Corporate		1		1
Total		$	131	$	123

As of March 31, 2026 and December 31, 2025, we held long-lived tangible assets outside of the U.S., including right of use assets, of $824 million and $844 million, respectively.

Table of Contents

3. Revenue Recognition

Our revenue disaggregated by geographic area based on sales office location was as follows:


	Three Months Ended March 31, 2026
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,202	$	—	$	1,202
North America (excluding United States)	27		—		27
France	—		342		342
United Kingdom	—		305		305
Europe (excluding France and United Kingdom)	—		221		221

Total	$	1,229	$	868	$	2,096


	Three Months Ended March 31, 2025
(In millions)	North American LTL		European Transportation		Total
Revenue
United States	$	1,146	$	—	$	1,146
North America (excluding United States)	26		—		26
France	—		314		314
United Kingdom	—		259		259
Europe (excluding France and United Kingdom)	—		209		209

Total	$	1,172	$	782	$	1,954

4. Restructuring Charges

We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. These actions primarily relate to business optimization initiatives and generally include severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and are intended to improve our efficiency and profitability.

Our restructuring-related activity was as follows:


			Three Months Ended March 31, 2026
(In millions)	Reserve Balance as of December 31, 2025		Charges Incurred		Payments		Reserve Balance as of March 31, 2026
Severance
North American LTL	$	1	$	—	$	—	$	—
European Transportation	3		4		(3)		4
Corporate	7		2		(2)		7









Total	$	11	$	6	$	(5)	$	11

In addition to the severance charges noted in the table above, we recorded restructuring-related charges in our European Transportation segment and Corporate of $2 million and $1 million, respectively, during the first three months of 2026.

We expect that the majority of the cash outlays related to the severance charges incurred in the first three months of 2026 will be completed within 12 months.

Table of Contents

5. Derivative Instruments

In the normal course of business, we are exposed to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. We use derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in our earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These financial instruments are not used for trading or other speculative purposes. Historically, we have not incurred, and do not expect to incur in the future, any losses as a result of counterparty default.

The fair value of our derivative instruments and the related notional amounts were as follows:


	March 31, 2026
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	617	Other current assets	$	—	Other current liabilities	$	(58)
Cross-currency swap agreements	35		Other long-term assets	—		Other long-term liabilities	(3)

Interest rate swaps	550		Other current assets	—		Other current liabilities	—


Total				$	—		$	(62)


	December 31, 2025
			Derivative Assets			Derivative Liabilities
(In millions)	Notional Amount		Balance Sheet Caption	Fair Value		Balance Sheet Caption	Fair Value
Derivatives designated as hedges
Cross-currency swap agreements	$	284	Other current assets	$	—	Other current liabilities	$	(32)
Cross-currency swap agreements	369		Other long-term assets	—		Other long-term liabilities	(44)
Interest rate swaps	550		Other current assets	—		Other current liabilities	(2)

Total				$	—		$	(78)

The derivatives are classified as Level 2 within the fair value hierarchy. The derivatives are valued using inputs other than quoted prices, such as foreign exchange rates and yield curves.

The effect of derivative and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of Income was as follows:


	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives				Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended March 31,
(In millions)	2026		2025			2026		2025
Derivatives designated as cash flow hedges

Interest rate swaps	$	1	$	(1)		$	—	$	—
Derivatives designated as net investment hedges
Cross-currency swap agreements	12		(24)			2		2
Total	$	13	$	(25)		$	2	$	2

Table of Contents

Cross-Currency Swap Agreements

We enter into cross-currency swap agreements to manage the foreign currency exchange risk related to our international operations by effectively converting our fixed-rate USD-denominated debt, including the associated interest payments, to fixed-rate, euro (“EUR”)-denominated debt. The risk management objective of these transactions is to manage foreign currency risk relating to net investments in subsidiaries denominated in foreign currencies and reduce the variability in the functional currency equivalent cash flows of this debt.

During the term of the swap contracts, we receive interest on a quarterly basis from the counterparties based on USD fixed interest rates, and we pay interest, also on a quarterly basis, to the counterparties based on EUR fixed interest rates. At maturity, we will repay the original principal amount in EUR and receive the principal amount in USD. These agreements expire at various dates through 2027.

We designated these cross-currency swaps as qualifying hedging instruments and account for them as net investment hedges. We apply the simplified method of assessing the effectiveness of our net investment hedging relationships. Under this method, for each reporting period, the change in the fair value of the cross-currency swaps is initially recognized in Accumulated other comprehensive income (“AOCI”). The change in the fair value due to foreign exchange remains in AOCI and the initial component excluded from effectiveness testing will initially remain in AOCI and then will be reclassified from AOCI to Interest expense each period in a systematic manner. Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows.

In March 2026, we paid approximately $3 million related to cross-currency swaps that were partially settled during the period. The fair value adjustments related to these swaps remain in AOCI and partially offset foreign currency translation adjustment losses on our net investments in foreign subsidiaries. The payments were included in Cash flows from investing activities on our Condensed Consolidated Statements of Cash Flows.

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Refinancing Term Loan Facilities (defined below). The interest rate swaps convert floating-rate interest payments into fixed rate interest payments. We designated the interest rate swaps as qualifying hedging instruments and account for these derivatives as cash flow hedges. Our outstanding interest rate swaps mature in the fourth quarter of 2026.

We record gains and losses resulting from fair value adjustments to the designated portion of interest rate swaps in AOCI and reclassify them to Interest expense on the dates that interest payments accrue. Cash flows related to the interest rate swaps are included in Cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows.

6. Debt


	March 31, 2026				December 31, 2025
(In millions)	Principal Balance		Carrying Value		Principal Balance		Carrying Value

Term loan facility	$	955	$	949	$	985	$	978

6.25% senior secured notes due 2028	830		825		830		825
7.125% senior notes due 2031	450		446		450		446
7.125% senior notes due 2032	585		577		585		577
6.70% senior debentures due 2034	300		231		300		230

Finance leases, asset financing and other	247		247		257		257
Total debt	3,367		3,276		3,407		3,313
Short-term borrowings and current maturities of long-term debt	104		104		60		60
Long-term debt	$	3,263	$	3,172	$	3,347	$	3,253

Table of Contents

The fair value of our debt and classification in the fair value hierarchy was as follows:


(In millions)	Fair Value		Level 1		Level 2
March 31, 2026	$	3,423	$	2,220	$	1,203
December 31, 2025	3,499		2,254		1,246

We valued Level 1 debt using quoted prices in active markets and Level 2 debt using bid evaluation pricing models. The fair value of the asset financing arrangements approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature.

Revolving Credit Facility

In February 2025, we terminated our Second Amended and Restated Revolving Credit Agreement, as amended (the “ABL Facility”), and entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for revolving credit commitments in an aggregate amount of $600 million (the “Revolving Credit Facility”), of which $200 million is available for issuances of letters of credit. The maturity date of the Revolving Credit Facility is April 30, 2030.

As of March 31, 2026, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million.

As of March 31, 2026, we were in compliance with the Revolving Credit Facility’s financial covenants.

Letters of Credit Facility

As of March 31, 2026, we have $132 million in aggregate face amount of letters of credit outstanding under our $200 million uncommitted secured evergreen letter of credit facility.

Term Loan Facility

In February 2025, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan Credit Agreement”). Pursuant to the amendment, the lenders provided the company (a) a term loan B facility in an aggregate principal amount of $700 million, maturing on May 24, 2028 (the “Refinancing Term Loan B-2 Facility”), and (b) a term loan B facility in an aggregate principal amount of $400 million, maturing on February 1, 2031 (the “Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”). The proceeds of the Refinancing Term Loan Facilities were used to refinance our existing term loans. We recorded a debt extinguishment loss of $5 million in the first quarter of 2025 due to this refinancing. Subsequently, in the second half of 2025, we used cash on hand to repay $115 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.

During the quarter ended March 31, 2026, we used cash on hand to repay $30 million of outstanding principal under this loan. In April 2026, we used cash on hand to repay an additional $70 million of outstanding principal under this loan, including $45 million classified within Short-term borrowings and current maturities of long-term debt as of March 31, 2026. The debt extinguishment losses recorded in connection with the repayments were not material.

The weighted average interest rate of our term loans was approximately 5.42% as of March 31, 2026.

7. Stockholders’ Equity

Share Repurchases

In March 2025, our Board of Directors authorized repurchases of up to $750 million of our common stock. The repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. We retire common shares that we repurchase upon settlement. The share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. We may suspend or discontinue this program at any time. This plan replaced our previous share repurchase plan, authorized in February 2019.

Table of Contents

In the first quarter of 2026, we repurchased 156 thousand shares of common stock with an aggregate value of $30 million at an average price of $192.19 per share. The share repurchases were funded by cash on hand. There were no share repurchases during the first quarter of 2025. As of March 31, 2026, our remaining share repurchase authorization was $595 million, reflecting $155 million of cumulative repurchases to date under the program.

8. Earnings per Share

The computations of basic and diluted earnings per share were as follows:


		Three Months Ended March 31,
(In millions, except per share data)			2026		2025














Net income			$	101	$	69

Basic weighted-average common shares			117		117
	Dilutive effect of stock-based awards		2		2
Diluted weighted-average common shares			119		120



Basic earnings per share			$	0.87	$	0.59













Diluted earnings per share			$	0.85	$	0.58

9. Commitments and Contingencies

We are involved, and expect to continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, cargo damage or loss, environmental liability, commercial disputes, insurance coverage disputes and employment-related claims, including claims involving asserted breaches of employee restrictive covenants.

We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We review and adjust, as appropriate, accruals for loss contingencies at least quarterly and as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can be considered reasonably possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter.

We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our financial condition, results of operations or cash flows. Legal costs incurred related to these matters are expensed as incurred.

We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation company. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our financial condition, results of operations or cash flows could be negatively impacted.

Table of Contents

Insurance Contribution Litigation

We have been engaged in litigation in a case captioned Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court (Case No. 1204-04552) since we acquired Con-way in 2015. In April 2012, prior to the acquisition, Allianz Global Risks US Ins. Co. (“Allianz”) filed suit against eighteen insurance companies seeking contribution on environmental and product liability claims that Allianz agreed to defend and indemnify on behalf of its insured, Daimler Trucks North America (“DTNA”). These claims involved truck and part manufacturing plants of Freightliner, a former subsidiary of Con-way, which Con-way sold to DTNA in 1981. The defendants had insured Freightliner’s assets and Con-way and Freightliner had self-insured under fronting agreements with three of the defendant insurers, ACE, Westport, and General. Under those agreements, Con-way agreed to indemnify the fronting carriers for damages assessed under the fronting policies. Con-way’s captive insurer, Centron, was also a named defendant. In connection with the acquisition of Con-way, we became responsible for any potential liability of Con-way related to this matter.

After a seven-week jury trial in 2014, the jury found that Con-way and the fronting insurers never intended that the fronting insurers defend or indemnify any claims against Freightliner. In June 2015, Allianz appealed to the Oregon Court of Appeals. In May 2019, the Oregon Court of Appeals upheld the jury verdict. In September 2019, Allianz appealed to the Oregon Supreme Court. In March 2021, the Oregon Supreme Court reversed the jury verdict, holding that it was an error to allow the jury to decide how the parties intended the fronting policies to operate, and also holding that the trial court improperly instructed the jury concerning application of certain policy pollution exclusions. In July 2021, the matter was remanded to the trial court for further proceedings consistent with the Oregon Supreme Court’s decision. In June 2023, the trial court decided the parties’ cross-motions for summary judgment and determined that the fronting policies do provide coverage for the environmental and product liability claims. The pollution exclusion and allocation issues remained open. The trial on the pollution exclusion issue took place in October 2024, where the jury issued a favorable verdict, finding that the pollution exclusion applied to the General policy over several years for which Allianz seeks contribution. The trial addressing legal and factual issues relating to the allocation of defense and indemnity costs among the applicable insurance policies took place during the first half of 2025 and final hearings on allocation and potential application of prejudgment interest took place in October 2025 and early February 2026, respectively. A hearing on the final judgment is presently scheduled to occur in May 2026. While the court has not entered a final judgment, we revised our estimate for our share of the liability associated with this matter and recognized a charge of approximately $35 million in the third quarter of 2025. The additional charge we recognized includes an allocation of defense and indemnity costs already incurred by Allianz as well as an estimate of future allocated defense and indemnity costs.

This matter is solely related to a legacy Con-way truck manufacturing business and is unrelated to our current Less-than-Truckload operations.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and other written reports and oral statements we make from time to time contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual future results, levels of activity, performance or achievements to be materially different from our expected future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include those discussed below and the risks discussed in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements set forth in this Quarterly Report on Form 10-Q are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The following discussion should be read in conjunction with the Company’s unaudited Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and with the audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Forward-looking statements set forth in this Quarterly Report on Form 10-Q speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

Executive Summary

XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. As of March 31, 2026, we had approximately 37,000 employees serving approximately 55,000 customers through 594 locations in 17 countries.

Our company has two reportable segments: North American Less-Than-Truckload (“LTL”), the largest component of our business, and European Transportation. Our North American LTL segment includes the results of our trailer manufacturing operation.

Within the tables presented, certain amounts may not add due to the use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying numbers in millions.

North American LTL Segment

LTL in North America is a bedrock industry providing a critical service to the economy, with secular growth drivers, a favorable pricing environment and an established competitive landscape. XPO is one of the largest LTL networks in North America, with approximately 9% share of the U.S. market, estimated to be $52 billion in 2025.

Table of Contents

Our network serves approximately 37,000 shippers with critical geographic density and day-definite domestic services to approximately 99% of U.S. ZIP codes, as well as cross-border services to Mexico, Canada and the Caribbean. We operate the business to high service standards for on-time delivery and damage-free transport, while balancing our network to leverage our fixed costs. In 2025, we developed new linehaul models that use artificial intelligence (AI) to improve the efficiency of our freight flows, piloted routing innovations for pickup-and-delivery operations and continued to improve productivity with real-time labor analytics at the service center level. Our proprietary developments in intelligent automation and AI-enabled decision-making are directly enhancing profitability.

Our LTL business historically has generated a high return on invested capital and robust free cash flow, funding our ongoing investments in people, capacity and technology. For example, since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network, expanding our presence in high-growth markets while improving our operating ratio.

We have created a strategic growth opportunity by building more than 30% excess door capacity into our network. Additionally, we invest in advancing a host of XPO-specific initiatives that are largely independent of the macroeconomic environment. Our trailer manufacturing facility and commercial truck driver schools are self-reliant competitive advantages for our company, particularly when industry conditions make it difficult to source equipment or drivers.

This positions us to capture profitable market share gains and drive higher incremental margins when market conditions improve. LTL industry capacity is currently constrained below pre-pandemic levels in North America, and we believe that our combination of capacity and technology puts us in a unique position to respond quickly to rebounds in demand when the freight recession eases.

We expect our proprietary, AI-driven capabilities to become increasingly essential to how we operate, compete and create value in all these areas. For more information, see “Technology” below.

European Transportation Segment

XPO has a unique pan-European transportation platform with leading positions in key geographies and deep expertise in consumer, trade and industrial markets. We are the #1 full truckload broker and the #1 pallet network (LTL) provider in France; the #1 full truckload broker and the #1 LTL provider in Iberia (Spain and Portugal); and, in the U.K., we are a market leader in warehousing, a top-tier dedicated truckload provider and have the largest single-owner LTL network. Our extensive customer base includes many sector leaders that have long-tenured relationships with us.

Our full range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile delivery, freight forwarding and, increasingly, multimodal solutions designed for specific customer needs. We use our proprietary technology to manage these services efficiently within our digital ecosystem in Europe.

The previously announced authorization by our Board of Directors to divest the European business remains in effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.

Technology

One of the ways in which we deliver superior service to our customers is by empowering our employees with technology. Our industry is evolving, and customers want to de-risk their supply chains by forming relationships with reliable service providers that have invested in innovation.

We have built a highly scalable ecosystem on the cloud that deploys our software consistently across our operating footprint. In our North American LTL business, the caliber of our technology is mission-critical to our success; it optimizes pricing, linehaul, pickup-and-delivery and dock operations — the main components of the service we provide. We have been investing in proprietary AI technology and are implementing these initiatives across a number of high-impact applications where intelligent automation and better decision making are directly enhancing profitability. We see AI playing a major role in how we operate, price our services, compete, and create value over the long term.

Table of Contents

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology. For the trailing 12 months ended March 31, 2026, we moved approximately 16 billion pounds of freight 775 million miles, including moving linehaul freight an average of 2.5 million miles a day.

With intelligent route-building, we can reduce empty miles in our linehaul network and improve load factor. Our proprietary optimization models analyze massive amounts of data including volume, capacity, and dimensions and generate instructions to maximize trailer utilization, reduce cost, and enhance service. We use our real-time visualization tools to drive efficiencies with pickups and deliveries and developed a robust pricing platform for contractual account management.

Consolidated Summary Financial Table


	Three Months Ended March 31,	Percent of Revenue				Change
(Dollars in millions)		2026		2025		2026		2025		2026 vs. 2025
Revenue		$	2,096	$	1,954	100.0	%	100.0	%	7.3	%
Salaries, wages and employee benefits		880		832		42.0	%	42.6	%	5.8	%
Purchased transportation		423		399		20.2	%	20.4	%	6.0	%
Fuel, operating expenses and supplies		423		393		20.2	%	20.1	%	7.6	%
Operating taxes and licenses		21		19		1.0	%	1.0	%	10.5	%
Insurance and claims		34		35		1.6	%	1.8	%	(2.9)	%
Gains on sales of property and equipment		(1)		(2)		—	%	(0.1)	%	(50.0)	%
Depreciation and amortization expense		131		123		6.3	%	6.3	%	6.5	%

Legal matters		—		(11)		—	%	(0.6)	%	(100.0)	%
Transaction and integration costs		2		3		0.1	%	0.2	%	(33.3)	%
Restructuring costs		9		12		0.4	%	0.6	%	(25.0)	%
Operating income		174		151		8.3	%	7.7	%	15.2	%
Other income		(3)		(1)		(0.1)	%	(0.1)	%	200.0	%
Debt extinguishment loss		—		5		—	%	0.3	%	(100.0)	%
Interest expense		53		56		2.5	%	2.9	%	(5.4)	%
Income before income tax provision		124		91		5.9	%	4.7	%	36.3	%
Income tax provision		23		22		1.1	%	1.1	%	4.5	%


Net income		$	101	$	69	4.8	%	3.5	%	46.4	%

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Our consolidated revenue for the first quarter of 2026 increased 7.3% to $2.1 billion, compared with the same quarter in 2025. Foreign currency movement increased revenue by approximately 4.4 percentage points in the first quarter of 2026. The increase in revenue during the first quarter of 2026 compared to the same period in 2025, after taking into effect the impact of foreign currency movements, primarily reflects higher revenue in our North American LTL segment, driven by higher yield and shipments per day and higher fuel surcharge revenue.

Salaries, wages and employee benefits includes compensation-related costs for our employees, including salaries, wages, incentive compensation, healthcare-related costs and payroll taxes, and covers drivers and dockworkers, operations and facility workers and employees in support roles and other positions. Salaries, wages and employee benefits for the first quarter of 2026 was $880 million, or 42.0% of revenue, compared with $832 million, or 42.6% of revenue, for the same quarter in 2025. The year-over-year decrease as a percentage of revenue primarily reflects productivity improvements enabled by our AI-driven optimization tools, partially offset by higher costs due to the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment and wage inflation.

Table of Contents

Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation for the first quarter of 2026 was $423 million, or 20.2% of revenue, compared with $399 million, or 20.4% of revenue, for the same quarter in 2025. The year-over-year decrease as a percentage of revenue primarily reflects the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment.

Fuel, operating expenses and supplies includes the cost of fuel purchased for use in our vehicles as well as related taxes, maintenance and lease costs for our equipment, including tractors and trailers, costs related to operating our owned and leased facilities, bad debt expense, third-party professional fees, information technology expenses and supplies expense. Fuel, operating expenses and supplies for the first quarter of 2026 was $423 million, or 20.2% of revenue, compared with $393 million, or 20.1% of revenue, for the same quarter in 2025. The year-over-year increase as a percentage of revenue primarily reflects higher fuel costs and higher weather-related costs in our North American LTL segment, partially offset by lower maintenance costs in our North American LTL segment.

Operating taxes and licenses includes tax expenses related to our vehicles and our owned and leased facilities as well as license expenses to operate our vehicles. Operating taxes and licenses for the first quarter of 2026 was $21 million, compared with $19 million for the same period in 2025.

Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-insurance programs. Insurance and claims for the first quarter of 2026 was $34 million, compared with $35 million for the same quarter in 2025.

Depreciation and amortization expense for the first quarter of 2026 was $131 million, compared with $123 million for the same quarter in 2025. The year-over-year increase primarily reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment.

Legal matters for the first quarter of 2025 was a gain of $11 million, which reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015. There was no comparable gain or loss in the first quarter of 2026.

Transaction and integration costs for the first quarter of 2026 were $2 million, compared with $3 million for the same quarter in 2025.

Restructuring costs for the first quarter of 2026 were $9 million, compared with $12 million for the same quarter in 2025, which primarily related to restructuring actions in our European Transportation segment. We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. For more information, see Note 4—Restructuring Charges to our Condensed Consolidated Financial Statements.

Other income for the first quarter of 2026 was $3 million, compared with $1 million for the same quarter in 2025. The year-over-year increase primarily reflects a $2 million increase in net periodic pension income.

Debt extinguishment loss was not material for the first quarter of 2026, compared with $5 million for the same quarter in 2025, which related to the refinancing of our term loan facility.

Interest expense decreased to $53 million for the first quarter of 2026, compared with $56 million for the same quarter in 2025. The year-over-year decrease is primarily due to a lower average debt balance as well as lower interest rates on our variable rate debt.

Our effective income tax rates were 18.4% and 24.2% for the first quarters of 2026 and 2025, respectively. The effective income tax rates for the first quarter of 2026 and 2025 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented. The decrease in our effective income tax rate for the first quarter of 2026 compared to the same period in 2025 was primarily driven by an increase in a discrete tax benefit from stock-based compensation and a change in estimate related to the discrete benefit associated with a legal entity reorganization in our European Transportation business that occurred in 2024. In the first quarter of 2026, the effective tax rate was impacted by discrete tax benefits of $11 million in the aggregate related to stock-based compensation and a change in estimate associated with the legal entity reorganization. In the first quarter of 2025, the effective tax rate was impacted by losses for which no tax benefit can be recognized and

Table of Contents

forecasted non-deductible executive compensation expense, partially offset by a discrete tax benefit of $5 million from stock-based compensation.

The remaining cash refund we expect to receive in connection with the legal entity reorganization in our European Transportation business is $6 million. This amount is expected to be received in 2026 or 2027.

Segment Financial Results

Our chief operating decision maker (“CODM”) regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. For our North American LTL and European Transportation segments, our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), which we define as income before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments. Segment adjusted EBITDA includes an allocation of corporate costs. See Note 2—Segment Reporting to our Condensed Consolidated Financial Statements for further information and a reconciliation of adjusted EBITDA to consolidated net income.

North American Less-Than-Truckload Segment


	Three Months Ended March 31,	Percent of Revenue				Change
(Dollars in millions)		2026		2025		2026		2025		2026 vs. 2025
Revenue		$	1,229	$	1,172	100.0	%	100.0	%	4.9	%
Adjusted EBITDA (1)		290		250		23.6	%	21.3	%	16.0	%
Depreciation and amortization		97		90		7.9	%	7.7	%	7.8	%

(1) Percent of Revenue is calculated using the underlying unrounded amounts.

Revenue in our North American LTL segment increased 4.9% to $1.23 billion for the first quarter of 2026, compared with $1.17 billion for the same quarter in 2025. Revenue included fuel surcharge revenue of $201 million and $178 million, respectively, for the first quarters of 2026 and 2025. The increase in fuel surcharge revenue was primarily driven by higher diesel prices.

We evaluate the revenue performance of our LTL business using several commonly used metrics, including tonnage (weight per day in pounds) and yield, which is a commonly used measure of LTL pricing trends. We measure yield using gross revenue per hundredweight, excluding fuel surcharges. Impacts on yield can include weight per shipment and length of haul, among other factors, while impacts on tonnage can include shipments per day and weight per shipment. The following table summarizes our key revenue metrics:


	Three Months Ended March 31,
		2026		2025		Change %
Pounds per day (thousands)		65,510		65,427		0.1	%

Shipments per day		49,834		48,400		3.0	%

Average weight per shipment (in pounds)		1,315		1,352		(2.8)	%





Gross revenue per hundredweight, excluding fuel surcharges		$	25.71	$	24.73	4.0	%

Percentages presented are calculated using the underlying unrounded amounts.

The year-over-year increase in revenue, excluding fuel surcharge revenue, for the first quarter of 2026 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives. The increase in tonnage per day for the first quarter of 2026 reflects higher shipments per day partially offset by lower average weight per shipment.

Table of Contents

Adjusted EBITDA was $290 million for the first quarter of 2026, compared with $250 million for the same quarter in 2025. The increase in adjusted EBITDA reflects higher yield and shipments per day, higher fuel surcharge revenue, productivity improvements, lower purchased transportation, and lower vehicular insurance costs, partially offset by lower average weight per shipment, higher fuel costs and wage inflation.

Depreciation and amortization expense increased to $97 million in the first quarter of 2026 compared with $90 million for the same quarter in 2025, primarily due to the impact of capital investments in property, tractors and trailers.

European Transportation Segment


	Three Months Ended March 31,	Percent of Revenue				Change
(Dollars in millions)		2026		2025		2026		2025		2026 vs. 2025
Revenue		$	868	$	782	100.0	%	100.0	%	11.0	%
Adjusted EBITDA (1)		33		32		3.8	%	4.1	%	3.1	%
Depreciation and amortization		33		32		3.8	%	4.1	%	3.1	%

(1) Percent of Revenue is calculated using the underlying unrounded amounts.

Revenue in our European Transportation segment increased 11.0% to $868 million for the first quarter of 2026, compared with $782 million for the same quarter in 2025. Foreign currency movement increased revenue by approximately 10.9 percentage points in the first quarter of 2026. After taking into effect the impact of foreign currency movement, revenue was essentially flat in the first quarter of 2026 compared to the same period in 2025.

Adjusted EBITDA was $33 million for the first quarter of 2026, compared with $32 million for the same quarter in 2025.

Depreciation and amortization expense increased to $33 million in the first quarter of 2026, compared with $32 million for the same quarter in 2025.

Liquidity and Capital Resources

Our cash and cash equivalents balance was $237 million as of March 31, 2026, compared to $310 million as of December 31, 2025. Our principal existing sources of cash are: (i) cash generated from operations; (ii) borrowings available under our Revolving Credit Facility (as defined below); and (iii) proceeds from the issuance of other debt. As of March 31, 2026, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million. Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $132 million in aggregate face amount of letters of credit as of March 31, 2026.

In February 2025, we terminated our Second Amended and Restated Revolving Credit Agreement, as amended, and entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for revolving credit commitments in an aggregate amount of $600 million (the “Revolving Credit Facility”). See Note 6—Debt to our Condensed Consolidated Financial Statements for further information.

As of March 31, 2026, we had approximately $837 million of total liquidity. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months.

Trade Receivables Securitization and Factoring Programs

In our European Transportation business, we sell certain of our trade accounts receivable under securitization and factoring programs. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. For more information, see Note 1—Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements.

Table of Contents

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $231 million as of March 31, 2026). As of March 31, 2026, less than €1 million (less than $1 million) was available under the program. Under the securitization program, we service the receivables we sell on behalf of the purchasers. In January 2026, the program was amended to extend the maturity date through March 2029.

Term Loan Facility

The weighted average interest rate of our term loans was approximately 5.42% as of March 31, 2026.

Share Repurchases

Loan Covenants and Compliance

As of March 31, 2026, we were in compliance with the covenants and other provisions of our debt agreements. Any failure to comply with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

Sources and Uses of Cash


	Three Months Ended March 31,
(In millions)	2026		2025
Net cash provided by operating activities	$	183	$	142
Net cash used in investing activities	(107)		(191)
Net cash used in financing activities	(147)		(30)

During the three months ended March 31, 2026, we generated cash from operating activities of $183 million. We used cash during the period primarily to: (i) purchase property and equipment of $111 million; (ii) make net payments of $88 million related to tax withholding obligations in connection with the vesting of stock compensation

Table of Contents

awards; (iii) repurchase common stock of $30 million; and (iv) repay $30 million of outstanding principal under the Refinancing Term Loan B-2 Facility.

During the three months ended March 31, 2025, we generated cash from operating activities of $142 million. We used cash during this period primarily to: (i) purchase property and equipment of $199 million and (ii) make net payments of $47 million related to tax withholding obligations in connection with the vesting of stock compensation awards.

Cash flows from operating activities for the three months ended March 31, 2026 increased by $41 million, compared with the same period in 2025. The increase primarily reflects higher net income of $32 million in the first three months of 2026, compared with the same period in 2025.

Investing activities used $107 million of cash in the three months ended March 31, 2026 and $191 million of cash in the three months ended March 31, 2025. During the three months ended March 31, 2026, we used $111 million to purchase property and equipment, as compared to a $199 million usage of cash in the same period in 2025. The decrease is due to planned reductions in capital expenditures in 2026 compared to 2025.

Financing activities used $147 million of cash in the three months ended March 31, 2026 and $30 million of cash in the three months ended March 31, 2025. The primary uses of cash from financing activities during the first three months of 2026 were $88 million to make net payments for tax withholdings on vested stock compensation awards, $30 million to repurchase common stock, $30 million to repay outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028, and $20 million used to repay borrowings, primarily related to finance lease obligations. The primary uses of cash from financing activities during the first three months of 2025 were $47 million to make net payments for tax withholdings on vested stock compensation awards and $18 million used to repay borrowings, primarily related to finance lease obligations. The primary source of cash from financing activities during the first three months of 2026 was $20 million of proceeds from bank overdrafts, compared to $38 million in the same period of 2025.

There were no material changes to our December 31, 2025 contractual obligations during the three months ended March 31, 2026. We anticipate full year gross capital expenditures to be between $500 million and $600 million in 2026, funded by cash on hand, cash generated from operations and available liquidity.

New Accounting Standards

Information related to new accounting standards is included in Note 1—Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risk related to changes in interest rates, foreign currency exchange rates and commodity prices. There have been no material changes to our quantitative and qualitative disclosures about market risk during the three months ended March 31, 2026, as compared with the quantitative and qualitative disclosures about market risk described in our 2025 Form 10-K.

Item 4. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of March 31, 2026. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026, such that the information required to be included in our Securities and Exchange Commission (“SEC”) reports is: (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, including our consolidated subsidiaries; and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Table of Contents

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II—Other Information

Item 1. Legal Proceedings.

For information related to our legal proceedings, refer to “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Note 9—Commitments and Contingencies of Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

There are no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no issuances of unregistered securities during the quarter ended March 31, 2026.

Issuer Purchases of Equity Securities


(In millions, except share and per share data)	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 1, 2026 - January 31, 2026	—	$	—	—	$	625
February 1, 2026 - February 28, 2026	47,198	198.98		47,198	616
March 1, 2026 - March 31, 2026	108,886	189.25		108,886	595
Total	156,084	$	192.19	156,084	$	595

(1) Based on trade date.

(2) On March 27, 2025, we announced that our Board of Directors authorized repurchases of up to $750 million of our common stock. The program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. We may suspend or discontinue the program at any time. For further details, refer to Note 7—Stockholders’ Equity to our Condensed Consolidated Financial Statements.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Table of Contents

Item 6. Exhibits.


Exhibit Number						Description

10.1 +*						Form of Restricted Stock Unit Award Agreement for CEO (2016 Omnibus Incentive Compensation Plan).

10.2 +*						Form of Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

10.3 +*						Form of Performance-Based Restricted Stock Unit Award Agreement for CEO (2016 Omnibus Incentive Compensation Plan).

10.4 +*						Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

31.1*						Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31 , 202 6 .

31.2*						Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31 , 202 6 .

32.1**						Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31 , 202 6 .

32.2**						Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31 , 202 6 .

101.INS *						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH *						XBRL Taxonomy Extension Schema.

101.CAL *						XBRL Taxonomy Extension Calculation Linkbase.

101.DEF *						XBRL Taxonomy Extension Definition Linkbase.

101.LAB *						XBRL Taxonomy Extension Label Linkbase.

101.PRE *						XBRL Taxonomy Extension Presentation Linkbase.

104 *						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


*						Filed herewith.
**						Furnished herewith.
+						This exhibit is a management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			XPO, INC.

By:			/s/ Mario Harik
			Mario Harik
			Chairman and Chief Executive Officer
			(Principal Executive Officer)

By:			/s/ Kyle Wismans
			Kyle Wismans
			Chief Financial Officer
			(Principal Financial Officer)

Date: April 30, 2026


If to the Company:			XPO, Inc. Five American Lane Greenwich, CT 06831 Attention: Chief Human Resources Officer
If to you:			To your address as most recently supplied to the Company and set forth in the Company’s records


If to the Company:			XPO, Inc. Five American Lane Greenwich, CT 06831 Attention: Chief Human Resources Officer

If to you:			To your address as most recently supplied to the Company and set forth in the Company’s records


If to the Company:			XPO, Inc. Five American Lane Greenwich, CT 06831 Attention: Chief Human Resources Officer
If to you:			To your address as most recently supplied to the Company and set forth in the Company’s records


Performance Goal	Performance Goal Weighting	Performance Period	Vesting Date
LTL Adjusted EBITDA Growth	35%	January 1, 2026 through December 31, 2028	Three (3) year anniversary of the Grant Date
LTL Adjusted Operating Ratio Improvement	40%
Relative Total Shareholder Return (Index)	25%	March 2, 2026 through March 2, 2029


Payout based on Achievement of Financial Performance Goal			Shares Earned as Percentage of Target*
Less than 80% of target			0%
80% of target			50%
100% of target			100% of shares earned
120% of target			200% of shares earned


Payout based on Achievement of Financial Performance Goal			Shares Earned as Percentage of Target*
Below [*] basis points			0%
[*] basis points			100% of shares earned
[*] basis points			200% of shares earned


Company’s Total Shareholder Return Percentile Position vs. Index Companies in the S&P Transportation Select Industry Index			Value Earned as Percentage of Target*
Below 35th percentile			0%
35th percentile			50%
55th percentile			100%
75th percentile			200%